The incidence of HIV infection is increasing within American inner cities and imminently threatens the most disenfranchised segments of these communities, including the homeless. This application requests four years of support to develop, implement, and evaluate the behavior change impact of an HIV prevention intervention to be conducted in shelters providing services to homeless men and women. Recent intervention outcome studies conducted by members of our research team with other disenfranchised populations vulnerable to HIV infection--including the chronic mentally ill and high-risk inner-city women, as well as preliminary studies conducted with the homeless--support the utility of culturally-tailored group interventions that combine cognitive-behavioral risk reduction elements with attention to social stress, support, and service needs. The proposed research will begin with a 6-month period of formative research to expand our preliminary studies of circumstances leading to HIV risk among homeless men and women, and to permit cultural tailoring of the intervention. The intervention trial will be undertaken in two shelters which provide services to the homeless and will evaluate the impact of an 8-session group HIV prevention program, with 200 men and 200 women randomly assigned to the HIV intervention or a time-matched comparison intervention dealing with health topics unrelated to AIDS. Assessments will be made at baseline, postintervention and at 3-month, 6-, 9-, and 12- month followup to ascertain effects of the intervention on HIV risk knowledge, beliefs, skills, and behavior, as well as condom redemption, HIV test seeking, and evidence of STD's. We hypothesize that HIV intervention participants, will exhibit HIV risk knowledge, intentions, and attitudes indicative of reduced risk; improved cognitive and behavioral skills for implementing change; reduced rates of unprotected sex; and increased condom use. The intent of this research is to identify practical HIV prevention intervention methods that can be used by public health and community organizations that serve the homeless.